Shri Kamlesh Kalidas Shah vs Asian Paints (India) Ltd & Ors

06.04.2017- The appellant submitted instrument for transfer of shares before the Respondent i.e. Asian Paints (india) Ltd (hereinatter referred as the "Company") after 24 years of execution of such Instrument. "The Company declined to register the same on the ground that the signature of the trans feror does not tally with the specimen available with the company. Against the said orders, the appellant moved before the National Company Law Tribunal, Mumbai Bench, Mambai (hereinafter referred to as the "Tribunal? for short) in Company Appeal No.33/2014 which vide impugned order dated 23" September, 2016 dismissed the appeal with following observations:

"Hp ig to be noted that the invoking Section 38(4) of the

det it ix mandatory that Section 56 has to be complied

with The compliance is that the party seeking

registration of transfer shall file proper instruments af

transfer duly stamped along with share certificate.

When the compeny disputes the signatures of the

transferor, the said inatriament of transfer is Re longer a

proper instrument, and hence this Trifunal cannat give any direction to RI as prayed. Where the instrument of

transfer is lost, the Board of Directors at their discretion may register the transfer on such ferns as indemnity, etc. Here it is not the case that the Appellant lest the transfer deed executed by the registered shareholder. Ut is the case that he sent transfer deed fo the company and the company declined to register the transfer on the ground that the signature of the transferor does not tally with the specimen available with the Company. Ht is clear that the Appellant has not filed documents as required under Section 36.

It is to be noted that if the company says that signatures are mismatching the Appellant has to prove the same before a civil Court for decharation that he ts the righifil owner as held in Indian Bank Vs Deepak Fertilizers & Petrochemicals Corporation Ltd, (1999) 35 CLA 389.

Considering all the above aspects, the Company appeal was dismissed without costs far the reasans given above."

Having heard Learned Counsel for the appellant and on perusal of record we find no ground made out to interfere with the impugned order. The appeal is accordingly dismissed.

No cost. However, the impugned order passed by the Tribunal or the

present of the Appellate Tribunal will not come in the way of appellant to seek

appropriate remedy, ifavailable under the Law.

(Justice §.J. Mukhopadhays) Chairperson

(Mr, Balvinder Singh)

Member (Technical) bm